Exhibit 10.1


 


 


AGREEMENT
AMONG SELLERS


 


This AGREEMENT  AMONG SELLERS (this “Agreement”) is made as of the 27th day of
April, 2004, by and among LD Holdings Inc., a Delaware corporation (“LDH”), Lazy Days’ R.V. Center, Inc., a
Florida corporation and wholly owned subsidiary of LDH (“Lazy Days” and together with LDH,
collectively, the “Companies”),
the Employee Stock Ownership Plan and Trust for the Employees of Lazy Days (the
“ESOP”), acting herein through
James L. Farnsworth as the directed trustee of the ESOP and not in his
individual capacity, pursuant to the direction of the ESOP Fiduciary, those
persons and entities listed on Exhibit A attached
hereto (each a “Seller” and
collectively, the “Sellers”) and
Oakridge Consulting, acting herein through Michael Salvati solely in his
capacity as agent for the Sellers and not in his individual capacity (the “Sellers’ Representative”). Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the
date hereof, LDH, Lazy Days, the ESOP, the Sellers, the Sellers’ Representative
and R.V. Acquisition Inc., a Delaware corporation (the “Buyer”) entered into that certain Stock
Purchase Agreement (the “Purchase Agreement”),
pursuant to which the Buyer has agreed to purchase from the ESOP and the
Sellers all of their respective shares of capital stock of LDH (other than the
Sellers Contributed Shares and the Wallace Contributed Shares) (the “Transaction”); and


 


WHEREAS, the Sellers
and the ESOP now desire to set forth herein their agreement as to the
allocation of the proceeds to be received by the ESOP and the Sellers pursuant
to the Transaction, and other related matters; and


 


WHEREAS, one of the
conditions to the Closing of the Transaction is that the parties enter into
this Agreement.


 


NOW THEREFORE, in
consideration of the foregoing and the mutual agreements set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


ARTICLE I


 


CONSENTS AND WAIVER


 


1.1                                 ESOP
Waiver under Shareholders’ Agreement and the 2002 Escrow Agreement.  In exchange for the ESOP Consideration, (a)
pursuant to Section 11(i) of the Shareholders’ Agreement, the ESOP hereby
agrees to waive its right to receive any distributions from the Transaction to
which the ESOP may be entitled under the Shareholders’ Agreement, and (b)
pursuant to Section 15(d) of the 2002 Escrow Agreement, the ESOP hereby
agrees to waive its right to receive any proceeds to which it might otherwise
have been entitled from the Transaction pursuant to the terms of the 2002
Escrow Agreement.


 
















 


1.2                                 Alliance
and Wallace Waiver under the 2002 Escrow Agreement.  Pursuant to Section 15(d) of the 2002
Escrow Agreement, Alliance and Wallace hereby waive the obligation of the ESOP
to pay to the 2002 Escrow Agent any ESOP Consideration.


 


1.3                                 ESOP
Consideration. The Sellers hereby acknowledge and agree that (a) the ESOP
Consideration shall not be considered proceeds of a Sale Event under the
Shareholders’ Agreement, and shall not be subject to distribution pursuant to
the terms of the Shareholders’ Agreement, (b) the ESOP Consideration shall not
be subject to distribution under the 2002 Escrow Agreement, and (c) the Sellers
shall have no rights in or to the ESOP Consideration, or any portion thereof,
except pursuant to each Seller’s right in his capacity as an ESOP participant.


 


1.4                                 Further
Acknowledgements.  The Sellers and
the ESOP hereby further acknowledge and agree that any distributions from the
Transaction (other than the ESOP Consideration) to which the ESOP may otherwise
be entitled under the Shareholders’ Agreement or the 2002 Escrow Agreement
shall be allocated among the Sellers as set forth herein.


 


1.5                                 Exercise
of Fiduciary Duty.  Notwithstanding
any provision hereof to the contrary, this Agreement shall not be binding upon
the ESOP unless the ESOP Fiduciary shall receive an opinion of the ESOP
Advisor, dated as of the Closing Date, that as of such date (a) the
consideration to be paid to the ESOP on the Closing Date for the ESOP Common
Shares pursuant to the terms of the Purchase Agreement is not less than
“adequate consideration”  as determined under
ERISA, (b) the terms and conditions of the transactions contemplated by the
Purchase Agreement are fair to the ESOP from a financial point of view, and (c)
the consideration to be paid to the ESOP for the ESOP Common Shares pursuant to
the terms of the Purchase Agreement is not less than the consideration that the
ESOP would have received under the terms of the Purchase Agreement had this
Agreement not been entered into. The ESOP Fiduciary, as the independent
Fiduciary under the terms of the ESOP, shall have (i) determined, in the sole
exercise of its fiduciary discretion under ERISA, that the consummation by the
ESOP of the transactions contemplated by the Purchase Agreement and this
Agreement (including, without limitation, the LDRV Agreement) is prudent, is
for the exclusive purpose of providing benefits to participants and
beneficiaries of the ESOP, and does not constitute a prohibited transaction or
otherwise violate ERISA, (ii) determined that the consummation by the ESOP of
the transactions contemplated by the Purchase Agreement and this Agreement
(including, without limitation, the LDRV Agreement) in no other respects
violates the ESOP Fiduciary’s fiduciary obligations, and (iii) directed the
Trustee to consummate the transactions contemplated by the Purchase Agreement
and this Agreement (including, without limitation, the LDRV Agreement).


 


ARTICLE II


 


ALLOCATION OF TOTAL NON-ESOP SELLERS’
PROCEEDS


 


2.1                                 Total
Non-ESOP Sellers’ Proceeds.  The Net
Purchase Price (after any adjustment under Section 2.3 and
Section 2.4 of the Purchase Agreement) less the ESOP Consideration plus
any adjustment for repayment of the ESOP Loan per Section 2.2(c) of the
Purchase Agreement shall hereinafter be referred to as the “Non-ESOP Sellers’ Net Purchase Price,”  and
the Non-ESOP


 


2
















 


Sellers’ Net
Purchase Price plus the Sellers Contribution Shares (valued at their
Liquidation Value (as defined below)) plus the Wallace Contribution
Shares (valued at $5,000,000) plus the Wallace Share Notes (as such term
is defined in the Wallace Note Agreement) (valued at $7,000,000) shall
hereinafter be referred to as the “Total
Non-ESOP Sellers’ Proceeds.” 
The parties to this Agreement acknowledge that Wallace intends to use a
portion of his proceeds under the Purchase Agreement to purchase Notes (as such
term is defined in the Wallace Note Agreement).


 


2.2                                 Allocation
of Total Non-ESOP Sellers’ Proceeds 
Each of the Sellers hereby acknowledges and agrees that the Total
Non-ESOP Sellers’ Proceeds shall be allocated and distributed among the Sellers
in accordance with the Shareholders’ Agreement and the 2002 Escrow Agreement,
(a) as modified by the provisions of Article I
above, (b) as if the Closing occurs on the thirtieth (30th) day immediately
prior to the Closing Date, (c) the ESOP Adjustment is given effect, and (d) as
if the holders of Class A Preferred Stock have elected to convert their
respective shares of Common Stock (as defined in the Shareholders Agreement),
at a conversion price of $3.674864 per share, and as if the holders of Class B
Preferred Stock have elected to convert their respective shares into shares of
Common Stock, at a conversion price of $7.0267751 per share, in connection with
the Transaction; provided,  however, that (i) the Wallace
Contribution Shares shall be (A) valued at five million dollars ($5,000,000),
(B) treated as if received as cash solely for the purpose of determining the
allocation hereunder, and (C) allocated solely to Wallace in lieu of five
million dollars ($5,000,000) of cash otherwise allocated to Wallace hereunder,
and (ii) that the Wallace Share Notes shall be (A) valued at seven million
dollars ($7,000,000), (B) treated as if received as cash solely for the purpose
of determining the allocation hereunder, and (C) allocated solely to Wallace in
lieu of seven million dollars ($7,000,000) of cash otherwise allocated to
Wallace hereunder.


 


2.3                                 Flow
of Funds.  Each of the Sellers hereby
acknowledge and agree that the Flow of Funds spreadsheet attached hereto as Exhibit B is illustrative of an allocation of the Total
Non-ESOP Sellers’ Proceeds in accordance with Section 2.2
above.


 


2.4                                 Allocation
Confirmation.  At least four (4)
business days prior to the Closing, the Companies shall, based upon their
determination of the Non-ESOP Sellers’ Net Purchase Price, (a) determine the
allocation of the Total Non-ESOP Sellers’ Proceeds in accordance with Section 2.2 above, (b) determine each Seller’s pro rata
portion (expressed as a percentage carried out to the fourth decimal place) of
the Total Non-ESOP Sellers’ Proceeds allocated to each Seller on such date in
accordance with Section 2.2 above (the “Proceeds Percentages”), and (c) confirm the foregoing
(including a detailed explanation of the basis of their determination) to the
Buyer and each of the Sellers (the “Allocation Confirmation”).
The Sellers will promptly acknowledge agreement with the Allocation
Confirmation as determined by the Companies pursuant to the foregoing
terms.  Upon receipt of the Sellers’
acknowledgement of the Allocation Confirmation, but in any event at least two
(2) business days prior to the Closing, the Companies shall prepare and deliver
to the Buyer Exhibit C to the Purchase
Agreement, setting forth the name, address and Proceeds Percentage of each of
the Sellers.


 


3
















 


ARTICLE III


 


WALLACE SHORTFALL


 


3.1                                 Determination
of Wallace Shortfall. Notwithstanding anything to the contrary in Article II above, to the extent that the amount
received by Wallace under the allocation of the Total Non-ESOP Sellers’
Proceeds pursuant to Article II
is less than $28,147,532 (the “Wallace Shortfall”),
then all of the Sellers holding Class A Preferred Stock immediately prior to
the Closing (the “Class A Holders”),
on a pro rata basis, shall reallocate to Wallace, shares of the Sellers
Contribution Shares that the Class A Holders would have had the right to
receive pursuant to Article II
above, having a total value equal to the lesser of (a) the Wallace Shortfall or
(b) all of the Sellers Contribution Shares that the Class A Holders would have
had the right to receive pursuant to Article II
above.  For purposes of determining the
existence of a Wallace Shortfall, (a) shares of the Sellers Contribution Shares
received by Wallace pursuant to the Allocation Confirmation shall be valued at
one hundred percent (100%) of the liquidation value per share of the Sellers
Contribution Shares pursuant to the Certificate of Incorporation of the Buyer
(the “Liquidation Value”), subject to
adjustment to reflect the effect of any stock split, reverse split, exchange or
readjustment of shares, stock dividend, reclassification, reorganization,
recapitalization or other like change with respect to the Sellers Contribution
Shares occurring after the date of this Agreement, and (b) any amounts received
by Wallace (i) as an employee of the Companies, (ii) as an ESOP participant,
(iii) as a participant in any phantom stock plan of Lazy Days,  and/or (iv) pursuant to the Ground Lease, shall
be excluded.


 


3.2                                 Valuing
the Wallace Shortfall.  For purposes
of determining the number of shares of the Sellers Contribution Shares required
to pay the Wallace Shortfall, the Sellers Contribution Shares shall be valued
at sixty percent (60%) of its Liquidation Value, subject to adjustment to
reflect the effect of any stock split, reverse split, exchange or readjustment
of shares, stock dividend, reclassification, reorganization, recapitalization
or other like change with respect to the Sellers Contribution Shares occurring
after the date of this Agreement.


 


3.3                                 Procedure
for Acknowledgement of the Wallace Shortfall.  At least four (4) business days prior to the
Closing, the Companies shall, based upon their determination of the Allocation
Confirmation as set forth in Section 2.4
above, deliver a notice of the Wallace Shortfall, including each Class A
Holder’s pro rata portion thereof, to the Escrow Agent, the Buyer, the Sellers’
Representative and each of the Sellers. The Sellers will promptly acknowledge
agreement with the Wallace Shortfall as determined by the Companies pursuant to
the foregoing terms.


 


3.4                                 Effect
of Additional Proceeds on Class A Amount. 
In the event that, following the Closing, additional cash amounts which
effectively increase the Non-ESOP Sellers’ Net Purchase Price are received by
Wallace as a result of any post-Closing payments made pursuant to the Purchase
Agreement, and provided that any Wallace Shortfall has been satisfied as set
forth above, Wallace shall transfer such additional cash amounts to the Class A
Holders, in accordance with their respective Proceeds Percentage, until the
Class A Holders receive from Wallace an amount equal to (a) the amount of the
Wallace Shortfall, plus (b) the amount of the 30 Day Adjustment.


 


4
















 


3.5                                 Effect
on Indemnification Obligations.  The
Sellers hereby acknowledge and agree that their respective Proceeds Percentage
as determined under Article II
above shall determine their respective indemnification obligations under
Section 11.3  of the Purchase Agreement
(collectively the “Indemnification
Obligations”).  The Sellers
hereby further acknowledge and agree that any action taken pursuant to this Article III shall not change any Seller’s Proceeds
Percentage as originally determined pursuant to Article II
above, and therefore each Seller shall continue to bear the Indemnification
Obligations in accordance with its original Proceeds Percentage until each time
(each, a “Reallocation Date”), if ever, that (a)
all of the Escrow Cash (as defined in the Escrow Agreement) has been
distributed under the Escrow Agreement and (b) any Seller has no Sellers
Contribution Shares remaining as a result of Article III
or Article IV hereof or the payment
of indemnification obligations under the Purchase Agreement or the Escrow
Agreement.  Upon a Reallocation Date, any
Seller that no longer holds any Sellers Contribution Shares shall have no
further Indemnification Obligations with respect to the Sellers Contribution
Shares, and the remaining Sellers that continue to hold Sellers Contribution
Shares shall bear the Indemnification Obligations with respect to the Sellers
Contribution Shares proportionately in accordance with their Reallocation
Percentage (as hereinafter defined), and the Sellers’ Representative shall
notify the Escrow Agent of each Seller’s Reallocation Percentage; provided,
however, that once
all of the Escrow Shares have been distributed under the Escrow Agreement,
the allocation of the Indemnification Obligations among the Sellers will be
readjusted from the Reallocation Percentage to the original Proceeds Percentage. Notwithstanding
anything herein to the contrary, in no event shall any Seller have any
Indemnification Obligations with respect to the Sellers Contribution Shares in
excess of the Sellers Contribution Shares then beneficially owned by such
Seller.  As used in this Agreement, “Reallocation Percentage” shall mean, at any given time, the
pro rata portion (expressed as a percentage carried out to the fourth decimal
place) equal to the number of shares of Sellers Contribution Shares then
beneficially owned by a Seller divided by the total number of shares of
Sellers Contribution Shares then held under the Escrow Agreement.


 


3.6                                 Release
under the Escrow Agreement. 
Immediately prior to the release of the Sellers Contribution Shares held
under the Escrow Agreement, the Sellers’ Representative shall deliver to the
Escrow Agent and each of the Sellers, a schedule setting forth the actual
number of shares of Sellers Contribution Shares to be released to each of the
Sellers, as determined pursuant to each Seller’s Proceeds Percentage, as
adjusted to take into account any action taken pursuant to Section 3.1,
Section 3.3 and Article IV hereof.


 


ARTICLE IV


 


WALLACE CALL RIGHT


 


4.1                                 Wallace
Call Right.  At any time on or after
the date hereof through the first anniversary of the Closing Date, Wallace
shall be entitled to purchase, at his sole option, and the Class A Holders and
Alliance shall be obligated to sell, all or a portion of their shares (if any)
of Sellers Contribution Shares, for cash, upon not less than thirty (30) days’
nor more than sixty (60) days’ notice provided in the manner specified in Section 4.2, at a purchase price equal
to sixty percent (60%) of the Liquidation Value, subject to adjustment to
reflect the effect of any stock split, reverse split, exchange or readjustment
of shares, stock dividend, reclassification, reorganization, recapitalization
or other like change with respect to the Sellers Contribution


 


5
















 


Shares
occurring after the date of this Agreement, plus sixty percent (60%) of any
accrued and unpaid dividends therefor, to the extent such dividends are not
included in the Liquidation Value (the “Wallace
Call Right”).  If the Wallace
Call Right is exercised with respect to less than all of the shares of Sellers
Contribution Shares held by all of the Class A Holders and Alliance, it shall
be exercised among all of the Class A Holders and Alliance on a pro rata basis.


 


4.2                                 Procedure
for Wallace Call Right. In the event Wallace elects to purchase the Sellers
Contribution Shares pursuant to the Wallace Call Right (“Wallace
Purchase”), notice of such Wallace Purchase shall be given by
Wallace (the “Wallace Call Notice”) to the Buyer
and the Sellers’ Representative.  The
Wallace Call Notice shall state the time and date as of which the Wallace
Purchase shall occur. Within ten (10) business days of its receipt of the
Wallace Call Notice, the Sellers’ Representative shall deliver a notice (the “Sellers’ Representative Notice”) of such Wallace Purchase to
Alliance and each Class A Holder of the shares of Sellers Contribution Shares
subject to the Wallace Purchase.  The Sellers’ Representative Notice
shall state (a) the time and date as of which the Wallace Purchase shall occur
and (b) the purchase price.  On or before
the purchase date, each Class A Holder and Alliance shall notify the Escrow
Agent (i) as to the number of shares of such Class A Holder’s or Alliance’s  (as applicable) Sellers Contribution Shares that is subject
to the Wallace Purchase and (ii) that such Class A Holder or Alliance  (as applicable)  is
surrendering such shares to Wallace.  On
the purchase date, (i) the full purchase price for such Sellers Contribution
Shares shall be paid or delivered to each such Class A Holder and Alliance by
wire transfer of immediately available funds to the respective banks accounts
of the Class A Holders and Alliance, (ii) the Seller’s Representative shall
deliver a schedule to the Buyer, the Escrow Agent, each Class A Holder and
Alliance, setting forth the number of shares of Sellers Contribution Shares
beneficially owned by each of Wallace, each Class A Holder and Alliance as of
such date after giving effect to such purchase and (iii) each Class A Holder
and Alliance shall promptly acknowledge its agreement with such schedule, as
well as its receipt of its respective share of the purchase price.


 


ARTICLE V


 


2002 AGREEMENTS


 


5.1                                 Termination
of the 2002 Escrow Agreement. Pursuant to Section 3 of the 2002 Escrow
Agreement, LDH, Alliance, Wallace and the ESOP, as directed by the ESOP
Fiduciary, hereby agree that, as of the Closing, no further distributions shall
be made pursuant to the 2002 Escrow Agreement, and therefore, effective as of
the Closing, the 2002 Escrow Agreement is terminated, and any and all rights
and obligations then existing, or thereafter arising with respect to the 2002
Escrow Agreement are null and void.


 


5.2                                 Termination
of Section 6 of the Shareholders Agreement.  Pursuant to Section 11(i) of the
Shareholders Agreement, LDH, the Sellers and the ESOP, as directed by the ESOP
Fiduciary, desire to terminate Section 6 of the Shareholders Agreement as
of the Closing, and therefore, hereby agree that, effective as of the Closing,
Section 6 of the Shareholders Agreement is terminated, and any and all
rights and obligations then existing, or thereafter arising with respect to
said Section are null and void.  
The foregoing provision shall not effect the remaining Sections of the
Shareholders Agreement, which shall continue in full force and effect in
accordance with the provisions thereof.


 


6
















 


5.3                                 Continuation
of the 2002 General Release.  Each of
the Sellers hereby agrees and acknowledges that nothing in this Agreement
modifies or amends in any respect the 2002 General Release.


 


ARTICLE VI

MISCELLANEOUS


 


6.1                                 Definitions.


 


(a)                                  “2002 Escrow Agreement” means that certain Escrow Agreement,
dated as of August 6, 2002, by and among Alliance, Wallace, LDH, the ESOP
and SunTrust Bank, as escrow agent (the “2002 Escrow Agent”).


 


(b)                                 “2002 General Release” means that certain General Release,
dated as of August 6, 2002, by and among Donald W. Wallace, Lazy Days’
R.V. Center, Inc., LDRV Holdings Corp., Alliance Holdings, Inc., PPM America
Special Investments Fund, L.P., PPM America Special Investments CBO II, L.P.,
ReliaStar Financial Corp. and PB Capital Corporation.


 


(c)                                  “30 Day Adjustment” means the difference between the amount
of the Total Sellers’ Proceeds allocated to the Class A Holders pursuant to Section 2.2 above, and the amount of the Total Sellers’
Proceeds that would be allocated to the Class A Holders under Section 2.2 above if such determination was made
as of the Closing Date.


 


(d)                                 “Escrow Agreement” means that certain Escrow Agreement, dated
as of the Closing Date, by and among the Sellers, the Sellers’ Representative,
the Buyer and the escrow agent identified therein (the “Escrow Agent”).


 


(e)                                  “ESOP Adjustment” means, with respect to each of Alliance and
all the Class A Holders (allocated among each of the Class A Holders based on
their respective Proceeds Percentage), a reduction of
$299,570.53  of the Total Non-ESOP Seller
Proceeds that would otherwise be received by each of them which reduction will
effectively result in Wallace receiving a corresponding increase of
$599,141.06.


 


(f)                                    “Shareholders’ Agreement” means that certain Shareholders’
Agreement, dated as of August 6, 2002, by and among LDH, the Shareholders
(as defined therein) and the Management (as defined therein).


 


(g)                                 “Sellers Contribution Shares” means those shares of the Buyer
Preferred Stock received by the Sellers pursuant to that certain Sellers
Contribution Agreement to be entered into on or prior to the Closing Date by
and among the Buyer and the Sellers in connection with the Transaction.


 


(h)                                 “Wallace Contribution Shares” means, collectively, the shares
of Series A Preferred Stock, par value $0.01 per share, and common stock, par
value $0.01 per share, of Buyer received by Wallace pursuant to that certain
Wallace Contribution


 


7
















 


Agreement to be entered into on or prior to the Closing Date by and
between the Buyer and Wallace.


 


(i)                                     “Wallace Note Agreement” means that certain Wallace Note
Agreement to be entered into on the Closing Date by and among Donald W.
Wallace. Lazy Days, and Bruckmann, Rosser, Sherrill & Co. II, L.P., a
Delaware limited partnership.


 


(j)                                     “Tranche A Warrants” means, collectively, the Tranche A Warrant,
dated August 6, 2002, issued to Alliance Holdings, Inc. by LD Holdings,
Inc., and the Tranche A Warrant of LD Holdings, Inc., dated August 6,
2002, issued to Donald W. Wallace by LD Holdings, Inc..


 


6.2                                 Notices,
Consents, etc.  Any notices, consents
or other communications required to be sent or given hereunder by any of the
parties shall in every case be in writing and shall be deemed properly served
if (a) delivered personally, (b) sent by registered or certified mail, in all
such cases with first class postage prepaid, return receipt requested, or (c)
delivered by a recognized overnight courier service, to the parties at the
addresses as set forth below or at such other addresses as may be furnished in
writing.


 


	
   

  	
  (a)

  	
  If to the Companies (prior to the Closing):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lazy Days’ R.V. Center, Inc.

  6130 Lazy Days Boulevard

  Seffner, Florida 33584

  Attention: Charles Thibault

  Tel: (813) 246-4333

  Fax: (813) 246-5240

  E-mail: clthibault@lazydays.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Katten Muchin Zavis Rosenman

  525 West Monroe Street, Suite 1600

  Chicago, Illinois 60661

  Attention: Howard S. Lanznar, Esq.

  Tel: (312) 902-5696

  Fax: (312) 902-1061

  E-mail: howard.lanznar@kmz.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If to the Trustee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Farnsworth

  1501 South Florida Avenue

  Lakeland, FL 33803

  



 


8
















 


	
   

  	
   

  	
  with a copy (which shall not
  constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gray Harris & Robinson,
  P.A.

  201 East Pine Street

  Suite 1400 – SE Bank Building

  Orlando, FL 32801

  Attention: Michael J. Canan

  Tel: (407) 244-5665

  Fax: (407) 244-5690

  Email: mcanan@grayharris.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  If to the ESOP
  Fiduciary:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consulting Fiduciaries,
  Inc.

  400 Skokie Blvd, Suite 260

  Northbrook, IL 60062

  Attention: David L. Heald

  Tel: (847) 559-9838

  Fax: (847) 559-9840

  Email: dlheald@aol.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which
  shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Steiker, Fischer,
  Edwards & Greenapple, P.C.

  7318 Germantown Avenue

  Philadelphia, PA 19119

  Attention:  Steven R. Fischer

  Tel: (215) 242-5100

  Fax: (215) 248-2288

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  If to the Sellers’ Representative:

  
	
   

  	
   

  	
  Oakridge Consulting

  318 S. Elmwod

  Oak Park, IL 60203

  Attention: Michael Salvati

  Tel: (708) 383-5426

  Fax: (708) 383-7597

  Email:  mike.salvati@attbi.com

  
				



 


9
















 


	
   

  	
   

  	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Katten Muchin Zavis Rosenman

  525 West Monroe Street, Suite 1600

  Chicago, Illinois 60661

  Attention: Howard S. Lanznar, Esq.

  Tel: (312) 902-5696

  Fax: (312) 902-1061

  E-mail: howard.lanznar@kmz.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holland & Knight LLP

  701 Brickell Avenue, Suite 3000

  Miami, FL 33131

  Attention:  Ronald Albert, Jr., Esq.

  Tel: (305) 789-7762

  Fax: (305) 789-7799

  Email: ralbert@hklaw.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  If to Alliance:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alliance Holdings, Inc.

  711 York Road, 2nd Floor

  Willow Grove, PA 19090

  Attention: David B. Fenkell

  Tel: (215) 706-0873

  Fax: (215) 706-0877

  E-mail: fenkell@allianceholdings.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Squires, Sanders & Dempsey L.L.P.

  1300 Huntington Center

  41 South High Street

  Columbus, Ohio 43215-6150

  Attention: Paul Sefcovic

  Tel: (614) 365-2738

  Fax: (614) 365-2499

  E-mail: psefcovic@ssd.com

  



 


10
















 


	
   

  	
  (f)

  	
  If to PPM America, Inc.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PPM America, Inc.

  225 West Wacker Drive, Suite 975

  Chicago, IL 60606

  Attention: Lori Seegers, General Counsel

  Tel: (312) 634-2616

  Fax: (312) 634-0049

  E-mail: lori.seegers@ppmamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And: Bob O’Rourke

  Tel: (312) 634-1220

  Fax: (312) 634-0045

  E-mail: bob.orourke@ppmamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham & Watkins

  Sears Tower, Suite 5800

  233 South Wacker Drive

  Chicago, IL 60606

  Attention: James W. Doran, Esq.

  Tel: (312) 876-7664

  Fax: (312) 993-9767

  E-mail: james.doran@lw.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  If to Wallace:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Donald W. Wallace

  6130 Lazy Days Boulevard

  Seffner, FL 33584

  Tel: (813) 246-4999

  Fax: (813) 246-4744

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holland & Knight LLP

  701 Brickell Avenue, Suite 3000

  Miami, FL 33131

  Attention: Ronald Albert, Jr., Esq.

  Tel: (305) 789-7762

  Fax: (305) 789-7799

  E-mail: ralbert@hklaw.com

  



 


11
















 


	
   

  	
  (h)

  	
  If to Provident:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Provident Bank

  309 Vine Street

  250D

  Cincinnati, OH 45202

  Attention:  Christopher B. Gribble

  Vice President

  Tel:  (513) 579-2750

  Fax:  (513) 579-2858

  Email:  cgribble@providentbank.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Keating, Muething & Klekamp, P.L.L.

  1400 Provident Tower

  One East Fourth Street

  Cincinnati, OH 45202

  Attention:  Gehl P. Babinec, Esq.

  Tel: (513) 579-6400

  Fax: (513) 579-6457

  Email: gbabinec@kmklaw.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  If to Lion Connecticut Holdings, Inc., as successor

  by merger to ReliaStar Financial Corp:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ING Investment Management LLC

  Agent for Lion Connecticut Holdings, Inc..

  100 Washington Avenue South

  Suite 1635

  Minneapolis, MN 55401-2121

  Attention:  Chris Kenealy

  Tel: (612) 342-7245

  Fax: (612) 342-3561

  Email:  chris.kenealy@inginvestment.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ING Investment Management LLC

  5780 Powers Ferry Road NW

  Suite 300

  Atlanta, GA 30327

  Attention:  Michael B. Lisenby, Esq.

  Tel: (770) 690-4751

  Fax: (770) 690-4899

  Email:  mike.lisenby@inginvestment.com

  



 


12
















 


	
   

  	
  (j)

  	
  If to PB Capital Corporation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PB Capital Corporation

  (f/k/a (USA) Capital Corp.)

  590 Madison Avenue

  New York, NY 10022-2540

  Attention:  Chris Ruzzi

  Tel: (212) 756-5584

  Fax: (212) 756-5536

  Email:  cruzzi@pb-us.com

  



 


Date of service of such notice shall be (x) the date such notice is
personally delivered, (y) three days after the date of mailing if sent by
certified or registered mail, or (z) one business day after date of delivery to
the overnight courier if sent by overnight courier.


 


6.3                                 Further
Assurances; Cooperation by the Parties. 
At any time or from time to time each of the parties hereto shall
execute and deliver any further instruments or documents and take all such
further actions as are reasonably necessary in order to consummate and make
effective the transactions contemplated by this Agreement.  The parties to this Agreement will use their
reasonable efforts, and will cooperate with each other, to secure all necessary
consents, approvals, authorizations, exemptions and waivers from third parties
as shall be required in order to enable each of them to effect the transactions
contemplated hereby and will otherwise use their reasonable best efforts to
cause the consummation of such transactions in accordance with the terms and
conditions hereof.


 


6.4                                 Governing Law. 
This Agreement shall be governed by the laws of the State of
Delaware without reference to conflicts of law principles thereunder.


 


6.5                                 SUBMISSION
TO JURISDICTION; WAIVER OF JURY TRIAL. 
EACH OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE
OR FEDERAL COURT SITTING IN CHICAGO, ILLINOIS, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT
OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN ANY OTHER COURT.  EACH OF
THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY
ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY
THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY
AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE
SERVED IN ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR
DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF
THE PARTY AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 6.2. NOTHING IN THIS SECTION 6.5,
HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.  EACH


 


13
















 


PARTY AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE
CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.


 


EACH OF THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTON OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS HEREUNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT,
DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.  THE TERMS AND PROVISIONS
OF THIS SECTION 6.5
CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.


 


6.6                                 Headings.  The headings of the
various Sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.


 


6.7                                 Third
Parties.  Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any person,
other than the parties to this Agreement, any rights or remedies under or by
reason of this Agreement.


 


6.8                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


6.9                                 Severability.  The unenforceability or invalidity of any
provision of this Agreement shall not affect the enforceability or validity of
any other provision.


 


6.10                           Successors.  This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective, heirs, legal
representatives, successors and permitted assigns.


 


6.11                           Amendment.
This Agreement may not be amended or supplemented except by an written instrument
in writing executed by each of the parties hereto.


 


6.12                           ESOP
Actions.  Any action agreed to herein      by the ESOP shall have been
agreed to on behalf of the ESOP by the Trustee, at the direction of the ESOP
Fiduciary.


 


 


[signature page follows]


 


14
















 


IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


 


	
   

  	
  COMPANIES:

  
	
   

  	
   

  
	
   

  	
  LD HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chuck Thibault

  	
   

  
	
   

  	
  Name:

  	
  Chuck Thibault

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER, INC., a Florida corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chuck Thibault

  	
   

  
	
   

  	
  Name:

  	
  Chuck Thibault

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
  ALLIANCE HOLDINGS, INC., a
  Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Hollyday

  	
   

  
	
   

  	
  Name:

  	
  John D. Hollyday

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald W. Wallace

  	
   

  
	
   

  	
  Donald W. Wallace

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PPM AMERICA SPECIAL INVESTMENTS FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM America, Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
					



 
















 


	
   

  	
  LION CONNECTICUT HOLDINGS, INC.,
  as

  successor by merger to RELIASTAR

  FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David S. Pendergrass

  	
   

  
	
   

  	
  Name:

  	
  David S. Pendergrass

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PPM AMERICA SPECIAL INVESTMENTS

  CBO II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM America, Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J. Ruzzi

  	
   

  
	
   

  	
  Name:

  	
  Christopher J. Ruzzi

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey N. Frost

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey N. Frost

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE PROVIDENT BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher B. Gribble

  	
   

  
	
   

  	
  Name:

  	
  Christopher B. Gribble

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLERS’ REPRESENTATIVE:

  
	
   

  	
   

  
	
   

  	
  OAKRIDGE CONSULTING

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Salvati

  	
   

  
	
   

  	
  Name:

  	
  Michael Salvati

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  



 
















 


	
   

  	
  JAMES L. FARNSWORTH, NOT IN HIS

  INDIVIDUAL CAPACITY, BUT SOLELY AS

  TRUSTEE OF THE EMPLOYEE STOCK

  OWNERSHIP PLAN AND TRUST FOR THE

  EMPLOYEES OF LAZY DAYS AS

  DIRECTED BY CONSULTING

  FIDUCIARIES, INC., THE ESOP

  FIDUCIARY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James L. Farsnworth

  	
   

  
	
   

  	
  Name:

  	
  James L. Farnsworth, solely as Trustee

  



 
















 


EXHIBIT A


 


SELLERS


 


PPM America Special Investments Fund, L.P.


 


PPM America special Investments CBO II, L.P.


 


Lion Connecticut Holdings, Inc., as successor by merger to Reliastar
Financial Corporation


 


The Provident Bank


 


PB Capital Corporation


 


Alliance Holdings, Inc.


 


Donald W. Wallace


 
















 


EXHIBIT B


 


FLOW OF FUNDS SPREADSHEET


 


SEE ATTACHED